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Bylaws

NATIONAL PEDIGREED LIVESTOCK COUNCIL

Adopted May 21, 1985Revised March 17, 2017

ARTICLE 1 – NAME AND LOCATION

This organization shall be known as the NATIONAL PEDIGREED LIVESTOCK COUNCIL and shall be incorporated as a non-stock, non-profit organization. The registered office of the corporation shall be at the office of the Secretary.

ARTICLE II – PURPOSE

The purpose of the Council shall be to advance the interest of member livestock organizations by (1) sharing, discussion and acting on livestock industry issues at regular meetings of the membership; (2) participating in activity designed to promote the best interests of breeders of pedigree livestock and members organizations; (3) joining in effort to utilize the power and economies of scale for the economic benefit of member organizations; (4) to provide chief executive officers of the various species and breeds the opportunity of self-education and communication through social and education interactions, and (5) originating and participating in other activities which in the judgment of the directors are in the best interest of the council.

ARTICLE III – MEMBERSHIP

Membership shall be limited to the purebred livestock associations which:

Must be incorporated and operated as a membership organization

Maintain a recognized registry for a separate breed of livestock of known ancestry with distinguishing characteristics.

Furnish complete information requested on applications as established by the Board of Directors.

Receive a two-thirds vote of the Board of Directors.

Pay its assessed membership dues of each year and to individuals designated as Lifetime Honorary Members by virtue of their leadership contributions to the livestock industry as demonstrated by their nomination for this honor on applications as furnished by the Board of Directors.

ARTICLE IV – MEETINGS

Section 1. ANNUAL MEETING.The annual meeting of this Council for the election of directors and the transaction of such other business as may come before it, shall be held as such place as may be designated by the Board of Directors on a date to be fixed each year by the Executive Committee; notice of such meeting to be given by the Secretary/Treasurer at least sixty days in advance.

Section 2. ELIGIBILITY OF REPRESENTATIVES. Each member association not in default in payment of dues shall be entitled to one representative and one vote, provided the representative is present, at annual and special meetings (There shall be no proxy votes.) Each member association may determine its own method of selecting its representatives at the annual meeting and special meetings of this council. Certification by the secretary of any member association to the secretary of this Council shall be sufficient credentials to establish such person as their eligible representative.

Section 3. QUORUM. Representatives of one-fifth of the member associations in good standing shall constitute a quorum for the transaction of business at any regular or special meeting of the members, but a small number may adjourn the meeting from time to time.

Section 4. SPECIAL MEETING. Special meetings of the members may be called by the President and Secretary/Treasurer, or by any five directors upon ten day’s notice in writing to each member. At such special meetings, the same rules governing a quorum shall be effective as for regular meetings.

ARTICLE V – BOARD OF DIRECTORS

Section 1. POWERS OF BOARD OF DIRECTORS. The affairs of this Council shall be managed and conducted by a Board of Directors. It shall appoint any special committees.

Section 2. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall consist of a total of seven representatives as follows: one each for beef cattle, dairy cattle, and horses and ponies, two directors-at-large, plus an associate member and Secretary/Treasurer. A President and Vice President shall be elected from members of the board annually, all of whom shall have a vote. Directors elected by the membership at its annual meeting shall be for a term of 3 years and eligible for a second term but shall not serve more than six (6) consecutive years total.

Section 3. QUORUM. At the regular annual meeting or any special meeting of the Board of Directors, four directors shall constitute a quorum for the transaction of business, but a smaller number may adjourn the meeting from time to time.

Section 4. SPECIAL COMMITTEES. Special committees may be appointed by the President with approval of the Executive Committee or Board of Directors for the purpose of investigating and reporting upon any matter committed to them or performing such other duties as may be assigned to them.

ARTICLE VII – OFFICERS AND THEIR DUTIES

Section 1. PRESIDENT. The President shall be the principal executive officer of the corporation and shall preside and have a vote at all meetings of the members and the Board of Directors, and in general shall perform all duties incidental to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be elected from members of the board annually following their election to the board at its annual meeting and with all members being eligible. The President shall be elected for a one (1) year term and eligible for three (3) consecutive terms.

Section 2. VICE PRESIDENT. The Vice President shall perform the duties of the President in his/her absence from meetings or inability to perform the duties of President. The Vice President shall be elected from the members of the Board.

Section 3. SECRETARY/TREASURER. In addition to having a vote at all meetings, the Secretary/Treasurer shall keep the financial records and minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provision of these Bylaws or as required by law; by custodian of the corporate records and of the seal of the corporation, and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provision of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties as from time to time may be assigned to him/her by the President or Board of Directors. The Secretary/Treasurer shall be appointed by the Board of Directors and have a vote.

ARTICLE VIII – FINANCE

Section 1. DUES. Each member association shall pay into the treasury of this Council annually an amount determined by the directors from time to time.

Section 2. SALARIES AND COMPENSATION. The officers or directors of the Council may be compensated and reimbursed for actual expenditures made in carrying out the work of the Council, but only by specific action of the Board of Directors.

Section 3. OTHER EXPENDITURES. The funds of the Council shall be expended only upon direction of the Board of Directors of the Executive Committee, and only for such purposes as have been approved by formal action of the directors.

Section 4. AUDIT. The books of the Secretary/Treasurer shall be audited annually by an Auditing Committee appointed for that purpose. Such audit shall be completed in time to be examined and approved by the Board of Directors at its annual meeting.

Section 5. FISCAL YEAR. The fiscal year of the Council shall begin May 1 and end on April 30.

ARTICLE IX – AMENDMENTS

These Bylaws or any of them may be amended at any regular meeting of the directors or at a special meeting called for the purpose, by a two-thirds vote of those present.